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10%RANCE NOT REQUIRED
<br />� �'y1lf1Rl4 naav r+Pt'R:RF(�
<br />DATE,, K% 2 & 2011
<br />N-2017-966
<br />;;�)A� NON -DISCLOSURE AGREEMENT
<br />This NON -DISCLOSURE AGREEMENT {"Agreement") is entered into and effective as of
<br />August 10, 2017 ("`Effective Date") and is between Waste Management Collection & Recycling, Inc.,
<br />u California corporation, having a principal address of 1800 South Grand Avenue, Santa Ana CA
<br />92705 and any affiliated or associated companies or entities ("Discioser"), and Tho City of Santa
<br />Ana, a charter city and municipal corporation organized and existing under the Constitution and laws
<br />of the State of California ("City"or "Recipient"). Each of the foregoing are hereinafter referred to
<br />as "Party" and together as the "Parties,"
<br />WHEREAS, Discloser is a waste hauling company presently in negotiations with the City
<br />regarding the continued provision of refuse disposal services; and
<br />WHEREAS, Discloser desires to provide Recipient with Confidential Information, and
<br />Recipient wishes to possess such information, for the purpose of enabling Recipient to evaluate a
<br />potential business transaction with Discloser ("Purpose").
<br />NOW, THEREI+ORE, in consideration of tate mutual promises and covenants herein
<br />contained, Discloser and Recipient agree as follows:
<br />I. "Confidential information" shall mean any business or technical information relating to the
<br />prospective transaction between the parties disclosed by Discloser in any form (written, visual,
<br />electronic, aural, or otherwise) to Recipient that is treated by Discloser as proprietary, confidential,
<br />or a trade secret, including but not limited to, any information, financial statements, social security
<br />information, tax returns, processes, methods, know-how, trade secrets, technical information,
<br />drawings, graphs, analytical data, data analyses, copyrighted information, techniques, equipment,
<br />software programs, costs, profit and loss information, operating procedures, analytical protocols and
<br />equipment, financial information, purchasing lists, customer lists, corporate alliance agreements,
<br />internal memoranda, investor lists, capitalization tables, business and contractual relationships,
<br />business forecasts, cost and pricing analyses and forecasts, marketing plans, and information
<br />regarding third parties disclosed by Discloser to Recipient or obtained by Recipient through
<br />observation or examination of information or developments.
<br />2. The purpose of this Agreement is to enable Recipient to evaluate and/or carry out an actual
<br />or potential business transaction with Discloser. Upon execution of this Agreement, Discloser agrees
<br />to disclose to Recipient such items of its Confidential Information, which City determines is needed
<br />for Recipient to carry out the Purpose of this Agreement.
<br />3. Subject to Section 7 below, Recipient agrees to hold any and all Confidential Information
<br />provided to Recipient pursuant to this Agreement in confidence, and to not disclose the Confidential
<br />Infrr mation to any other parties; provided, however, that Recipient may disclose Confidential
<br />Information to those of its affiliates and its respective directors, ofticers, members, institutional
<br />lenders, employees, attorneys, and consultants (collectively, the "Representatives"j who reasonably
<br />require access to the Confidential Information in order to evaluate the transaction contemplated
<br />herein, provided, however, that Recipient shall cause its Representatives to comply with and be bound
<br />by the teats of confidentiality and non-use contained herein. Recipient further agrees to not use the
<br />Confidential Information in any way, including for the commercial benefit of Recipient or any other
<br />party, outside of time express purpose for which it was disclosed to Recipient by Discloser. No
<br />Confidential Information in the form of a physical sample shall be analyzed by the Recipient for
<br />composition, formulation, or ingredients.
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